Sec Form 4 Filing - Foundation Capital Management Co. VII, L.L.C. @ ForgeRock, Inc. - 2021-09-20

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Foundation Capital Management Co. VII, L.L.C.
2. Issuer Name and Ticker or Trading Symbol
ForgeRock, Inc. [ FORG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
550 HIGH STREET, 3RD FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
09/20/2021
(Street)
PALO ALTO, CA94301
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock ( 1 ) 09/20/2021 C 8,415,644 A $ 0 ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) 8,415,644 I See Footnote ( 6 ) ( 7 )
Common Stock ( 1 ) 09/20/2021 C 128,156 A $ 0 ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) 128,156 I See Footnote ( 7 ) ( 8 )
Common Stock ( 1 ) 09/20/2021 J( 1 ) 8,415,644 D $ 0 ( 1 ) 0 I See Footnote ( 6 ) ( 7 )
Common Stock 09/20/2021 J( 1 ) 128,156 D $ 0 ( 1 ) 0 I See Footnote ( 7 ) ( 8 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Preferred Stock ( 2 ) 09/20/2021 C 6,655,448 ( 2 ) ( 2 ) Common Stock 6,655,448 $ 0 ( 2 ) 0 I See Footnote ( 6 ) ( 7 )
Series B Preferred Stock ( 2 ) 09/20/2021 C 101,352 ( 2 ) ( 2 ) Common Stock 101,352 $ 0 ( 2 ) 0 I See Footnote ( 7 ) ( 8 )
Series C Preferred Stock ( 3 ) 09/20/2021 C 1,184,254 ( 3 ) ( 3 ) Common Stock 1,184,254 $ 0 ( 3 ) 0 I See Footnote ( 6 ) ( 7 )
Series C Preferred Stock ( 3 ) 09/20/2021 C 18,034 ( 3 ) ( 3 ) Common Stock 18,034 $ 0 ( 3 ) 0 I See Footnote ( 7 ) ( 8 )
Series D Preferred Stock ( 4 ) 09/20/2021 C 371,698 ( 4 ) ( 4 ) Common Stock 371,698 $ 0 ( 4 ) 0 I See Footnote ( 6 ) ( 7 )
Series D Preferred Stock ( 4 ) 09/20/2021 C 5,660 ( 4 ) ( 4 ) Common Stock 5,660 $ 0 ( 4 ) 0 I See Footnote ( 7 ) ( 8 )
Series E Preferred Stock ( 5 ) 09/20/2021 C 204,244 ( 5 ) ( 5 ) Common Stock 204,244 $ 0 ( 5 ) 0 I See Footnote ( 6 ) ( 7 )
Series E Preferred Stock ( 5 ) 09/20/2021 C 3,110 ( 5 ) ( 5 ) Common Stock 3,110 $ 0 ( 5 ) 0 I See Footnote ( 7 ) ( 8 )
Class B Common Stock ( 1 ) 09/20/2021 J( 1 ) 8,415,644 ( 1 ) ( 1 ) Class A Common Stock 8,415,644 $ 0 ( 1 ) 8,415,644 I See Footnote ( 6 ) ( 7 )
Class B Common Stock ( 1 ) 09/20/2021 J( 1 ) 128,156 ( 1 ) ( 1 ) Class A Common Stock 128,156 $ 0 ( 1 ) 128,156 I See Footnote ( 7 ) ( 8 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Foundation Capital Management Co. VII, L.L.C.
550 HIGH STREET, 3RD FLOOR
PALO ALTO, CA94301
X
Foundation Capital VII, L.P.
550 HIGH STREET, 3RD FLOOR
PALO ALTO, CA94301
X
Foundation Capital VII Principals Fund, L.L.C.
550 HIGH STREET, 3RD FLOOR
PALO ALTO, CA94301
X
Signatures
/s/ Foundation Capital Management Co. VII, L.L.C., by /s/ Warren M. Weiss, Manager 09/22/2021
Signature of Reporting Person Date
Foundation Capital VII, L.P., by Foundation Capital Management Co. VII, L.L.C., its general partner, by /s/ Warren M. Weiss, Manager 09/22/2021
Signature of Reporting Person Date
Foundation Capital VII Principals Fund, L.L.C., by Foundation Capital Management Co. VII, L.L.C., its manager, by /s/ Warren M. Weiss, Manager 09/22/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to a reclassification exempt under Rule 16b-7 (the "Reclassification"), each share of ForgeRock, Inc.'s (the "Issuer") common stock, par value $0.001 per share (the "Common Stock"), was automatically reclassified into one share of the Issuer's Class B Common Stock, par value $0.001 per share (the "Class B Common Stock"), immediately prior to the closing of the initial public offering (the "IPO") of the Issuer's Class A Common Stock, par value $0.001 per share (the "Class A Common Stock"). Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock and has no expiration date. Additionally, each share of Class B Common Stock will, subject to certain conditions and exceptions, convert automatically into one share of Class A Common Stock upon any transfer.
( 2 )Each share of Series B Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the IPO and had no expiration date.
( 3 )Each share of Series C Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the IPO and had no expiration date.
( 4 )Each share of Series D Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the IPO and had no expiration date.
( 5 )Each share of Series E Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the IPO and had no expiration date.
( 6 )Shares are held by Foundation Capital VII, L.P. ("FC VII"). Foundation Capital Management Co. VII, L.L.C. ("Management") is the general partner of FC VII and Management may be deemed to beneficially own the shares held by FC VII.
( 7 )Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.
( 8 )Shares are held by Foundation Capital VII Principals Fund, L.L.C. ("Principals"). Management is the manager of Principals and Management may be deemed to beneficially own the shares held by Principals.

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